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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Share Units | (1) | 02/19/2019 | A | 7,900 | 12/31/2021(1) | (1) | Common Stock | 7,900 | $ 0 | 7,900 | D | ||||
Restricted Stock Units | (2) | 02/19/2019 | A | 2,600 | 02/19/2022(3) | (3) | Common Stock | 2,600 | $ 0 | 2,600 | D | ||||
Stock Appreciation Right | $ 113.16 | 02/19/2019 | A | 7,600 | 02/19/2020(4) | 02/19/2029 | Common Stock | 7,600 | $ 0 | 7,600 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Wood Suzanne H 1200 URBAN CENTER DRIVE BIRMINGHAM, AL 35242 |
SVP & Chief Financial Officer |
C. Samuel Todd, Attorney-in-Fact | 02/21/2019 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2019 and ends on December 31, 2021. At the end of the Performance Period, the Compensation Committee determines the payment amount based on (1) Company performance relative to the S&P 500 Index, of which the Company is a member, and (2) the Company's annual average growth rate of Cash Gross Profit per ton versus a pre-determined target. The payment is made 100% in stock on a payment date determined by the Compensation Committee. |
(2) | Each Restricted Stock Unit represents a contingent right to receive one share of Vulcan Common Stock. |
(3) | Restricted Stock Units cliff vest on the specified date and are settled in shares of Vulcan Common Stock within 75 days after the applicable vesting date. |
(4) | Stock Appreciation Right vests in three (3) equal annual installments beginning on this date. |